The rise of Hungarian opposition activity between 1977 and 1994 did not represent a linear process, and the cohort of activists was not homogeneous. Its composition has changed according to the five-period-division of the phases of transition. Unlike in Poland, the Hungarian ’rolling transition’ offered opportunities for several groups of intellectuals which transformed and rotated themselves ‘organically’ in order to respond to the challenges of each political phase. This era includes the periods of dissent (1977-87), open network-building (1988), roundtable negotiations (1989), parliamentary politics (1990-1), and new, pro-democracy initiatives (1991-4). My research allows for uncovering a more nuanced story of regime change. This was a political change which was neither led by a vanguard, nor by a New Class; it was rather a division of labor among different intellectual groups. My talk explains why Hungary’s peaceful, negotiated transition, based on a broad consensus of elites, created a new „elite settlement”. It also offers an explanation for the post-transition failure of democratic institutions and the changing nature of political agency after the millennium. The discourse of liberal democracy and rule of law has been first replaced by technocratic managerial talk, and later by the narrative of ’second revolution’. Hungary represents a full circle from democratization, consolidation, deconsolidation and de-democratization within 30 years. My talk offers some hypotheses about why the liberal elite consensus broke down and how it was replaced by social polarization and autocratization.